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Nominee Director Agreement Template for India

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Key Requirements PROMPT example:

Nominee Director Agreement

"I need a Nominee Director Agreement for appointing a representative from our venture capital firm to serve on the board of a technology startup in Bangalore, with specific provisions for protecting our investment interests and maintaining confidentiality of both companies' intellectual property."

Document background
The Nominee Director Agreement is a crucial document used when a company, investment fund, or significant shareholder needs to appoint a representative to serve on a company's board of directors in India. This agreement is particularly important in joint ventures, private equity investments, and corporate group structures where certain stakeholders require board representation to protect their interests. The document must comply with the Companies Act, 2013, and other relevant Indian corporate laws, addressing key aspects such as fiduciary duties, confidentiality obligations, indemnification provisions, and reporting requirements. It serves as a legal framework defining the relationship between the appointing entity and the nominee director, ensuring clear understanding of roles, responsibilities, and limitations of the position.
Suggested Sections

1. Parties: Identifies the appointing entity (company/shareholder) and the nominee director

2. Background: Explains the context and purpose of the nominee directorship arrangement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Details of the appointment, duration, and renewal terms

5. Roles and Responsibilities: Specific duties and obligations of the nominee director

6. Remuneration: Details of fees, expenses, and other compensation

7. Fiduciary Duties: Standard of care and statutory duties under Companies Act

8. Confidentiality: Obligations regarding confidential information

9. Indemnification: Protection and indemnification provisions for the nominee director

10. Reporting Requirements: Communication and reporting obligations to the appointing entity

11. Termination: Conditions and process for termination of the agreement

12. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms

Optional Sections

1. Non-Compete: Restrictions on competing activities, used when nominee has access to sensitive business information

2. Insurance: Directors and Officers (D&O) insurance provisions, included when specific insurance coverage is required

3. Multiple Board Positions: Provisions for serving on multiple boards, needed when nominee may serve multiple companies

4. Intellectual Property: IP rights and obligations, included when nominee may be involved in IP-sensitive matters

5. Foreign Exchange Compliance: FEMA compliance provisions, required when foreign entities are involved

6. Committee Participation: Terms for participation in board committees, included when specific committee roles are contemplated

Suggested Schedules

1. Schedule 1 - Fee Structure: Detailed breakdown of remuneration, sitting fees, and expense reimbursement

2. Schedule 2 - Specific Duties: Detailed list of specific responsibilities and expectations

3. Schedule 3 - Company Policies: Key corporate policies applicable to the nominee director

4. Schedule 4 - Reporting Format: Template for periodic reports to be submitted by the nominee director

5. Appendix A - Board Resolution: Copy of board resolution approving the nominee director appointment

6. Appendix B - Consent to Act: Director's consent form as required under Companies Act

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


































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Relevant Industries

Financial Services

Investment Banking

Private Equity

Venture Capital

Corporate Services

Professional Services

Manufacturing

Technology

Real Estate

Infrastructure

Banking

Insurance

Telecommunications

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Board Secretariat

Executive Management

Investment

Corporate Affairs

Risk Management

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Nominee Director

Managing Director

Chief Executive Officer

Chief Legal Officer

Company Director

Investment Director

Fund Manager

Private Equity Director

Venture Capital Partner

Corporate Governance Officer

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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